Vancouver, British Columbia – March 1, 2021 – Organimax Nutrient Corp. (TSX-V: KMAX) (“OrganiMax” or “the Company”) is pleased to announce that it has received approval from the TSX Venture Exchange (the “Exchange”) to close its private placement financing (previously announced February 10, 2021 and February 23, 2021) for gross proceeds of $1.1 million.
The Company will now issue 5.5 million units, with each unit being comprised of one common share in the capital of the Company and one half of a common share purchase warrant, each full warrant entitling the holder to purchase an additional common share of the Company at a price of $0.30 per share at any time within two years of the date of issuance. All securities to be issued under this private placement will be subject to a four- month resale restriction, expiring July 2, 2021.
The Private Placement was effected with an insider of the Company subscribing for $160,000, or 800,000 Units – that portion of the Placement a “related party transaction” as such term is defined under Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions from the formal valuation and minority approval requirements set out in MI 61-101. The Company is exempt from the formal valuation requirement of MI 61-101 under sections 5.5(a) and (b) of MI 61-101 in respect of the transaction as the fair market value of the transaction, insofar as it involves the interested party, is not more than 25% of the Company’s market capitalization. Additionally, the Company is exempt from minority shareholder approval under sections 5.7(1)(a) and (b) of MI 61-101 as, in addition to the foregoing, (i) neither the fair market value of the Units nor the consideration received in respect thereof from interested party exceeds $2,500,000, (ii) the Company has one or more independent directors who are not employees of the Company, and (iii) all of the independent directors have approved the transaction. Material change reports were not filed 21 days prior to the closing of the financing because insider participation had not been established at the time the financing was announced.
No finders’ fees or commissions are payable with the financing.
Net proceeds of this private placement are for general working capital purposes, due diligence of the Government Gulch project, brownfields exploration and development of the Government Gulch project, and to maintain its lithium – sulphate of potash (Li-SOP) project in Mexico.
On behalf of the board of directors of OrganiMax Nutrient Corp.,
Brandon Rook, President and Chief Executive Officer.
THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
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